ABSTRACT: Horsfields tortoise, Testudo (Agrionemys) horsfieldi, is widespread and locally abundant throughout Central Asia and in the Turkmen Republic. These tortoises are found in the Kara Kum Desert in semi-stabilized dune communities dominated by saxaul where they reach densities of &GT;20/ha. Recent water development projects on the Amu Darya River have brought irrigation to desert lands and have resulted in conversion of thousands of km² of tortoise habitat into farms. In addition, the water projects have altered traditional nomadic and semi-nomadic lifestyles for many Turkmenis. Now, with readily available water, Turkmenis have established permanent habitations. Camel and sheep grazing are destroying the saxaul and destabilizing the sand dunes, and tortoise populations are declining.